This entry is sourced from NextDecade's Exhibit 99.1 press release filed as part of an 8-K on July 12, 2023. The transactions described, the joint venture agreement, the credit facilities, and the notes offering, are reported as closed on the date of the release, with RGLNG simultaneously issuing a notice to proceed to Bechtel Energy Inc. to begin EPC construction of Phase 1.
MUFG Bank, Ltd. acted as financial advisor to NextDecade in connection with the debt financing, and Macquarie Capital (USA) Inc. acted as financial advisor to NextDecade in connection with the equity financing. No financial advisors are separately named for GIP, GIC, Mubadala, or TotalEnergies in this release.
Latham & Watkins LLP acted as lead outside counsel to NextDecade on the project financing transactions. Kirkland & Ellis LLP acted as legal counsel to GIP, Jones Day acted as legal counsel to TotalEnergies, Sidley Austin LLP acted as legal counsel to GIC, White & Case LLP acted as legal counsel to Mubadala, and Norton Rose Fulbright US LLP acted as legal counsel to the lenders.
The release describes the overall RGLNG Phase 1 project financing as totaling $18.4 billion, which it characterizes as the largest greenfield energy project financing in U.S. history, comprising the $5.9 billion of Financial Investor and TotalEnergies equity commitments, the $11.6 billion in bank credit facilities ($11.1 billion in construction term loans plus a $500 million working capital facility), and the $700 million private placement notes offering. NextDecade itself committed to invest approximately $283 million in Phase 1, including $125 million of pre-FID capital. Under the joint venture structure, NextDecade will hold equity interests entitling it to up to 20.8% of Phase 1 operating cash flows, with Financial Investors and TotalEnergies entitled to a minimum of 62.5% and 16.7%, respectively. The final EPC cost at notice-to-proceed is approximately $12.0 billion.
The release does not disclose the specific fee arrangements for MUFG, Macquarie, or any of the named law firms, nor does it break out individual equity commitment amounts among GIP, GIC, Mubadala, and TotalEnergies beyond their combined $5.9 billion figure. Pricing terms (interest rates, tenors) of the $11.6 billion credit facilities and the $700 million notes are also not disclosed in this release.